Exhibit
3.4




AMENDED
AND RESTATED


BYLAWS




OF




LIFE
PARTNERS HOLDINGS, INC.













Effective
as of


February
19, 2003









TABLE OF CONTENTS




Article
      1: Offices1.01
              Registered
      Office and Agent
              11.02
              Other
      Offices
              1Article
      2: Shareholders2.01
              Place
      of Meetings
              12.02
              Annual
      Meetings
              12.03
              Voting
      List
              12.04
              Special
      Meetings
              12.05
              Notice
              12.06
              Quorum
              22.07
              Majority
      Vote; Withdrawal of Quorum
              22.08
              Method
      of Voting
              22.09
              Record
      Date; Closing of Transfer Books
              22.10
              Action
      without Meeting
              32.11
              Telephone
      and Similar Meetings
              32.12
              Order
      of Business at Meetings
              3Article
      3: Directors3.01
              Management
              43.02
              Number;
      Qualification; Election; Term
              43.03
              Change
      in Number
              43.04
              Removal
              43.05
              Vacancies
              43.06
              Election
      of Directors
              43.07
              Place
      of Meetings
              43.08
              First
      Meetings
              43.09
              Regular
      Meetings
              43.10
              Special
      Meetings
              53.11
              Quorum;
      Majority Vote
              53.12
              Compensation
              53.13
              Procedure
              53.14
              Action
      without Meeting
              53.15
              Telephone
      and Similar Meetings
              53.16
              Interested
      Directors; Officers and Shareholders
              5
  i
  Article
      4: Board Committees4.01
              Designation
              64.02
              Number;
      Qualification; Term
              64.03
              Authority
              64.04
              Change
      in Number
              74.05
              Removal
              74.06
              Vacancies
              74.07
              Meetings
              74.08
              Quorum;
      Majority Vote
              74.09
              Compensation
              74.10
              Procedure
              74.11
              Action
      without Meeting
              74.12
              Telephone
      and Similar Meetings
              74.13
              Responsibility
              8Article
      5: Notice5.01
              Method
              85.02
              Waiver
              8Article
      6: Officers and Agents6.01
              Number;
      Qualification; Election; Term
              86.02
              Removal
              96.03
              Vacancies
              96.04
              Authority
              96.05
              Compensation
              96.06
              President
              96.07
              Vice
      President
              96.08
              Secretary
              96.09
              Assistant
      Secretary
              106.10
              Treasurer
              106.11
              Assistant
      Treasurer
              10Article
      7: Certificates and Shareholders7.01
              Certificates
              107.02
              Issuance
              107.03
              Payment
      for Shares
              117.04
              Subscriptions
              117.05
              Lien
              117.06
              Lost,
      Stolen or Destroyed Certificates
              117.07
              Registration
      of Transfer
              127.08
              Registered
      Owner
              127.09
              Pre-Emptive
      Rights
              12
  ii
  Article
      8: General Provisions8.01
              Dividends
      and Reserves
              128.02
              Books
      and Records
              138.03
              Annual
      Report
              138.04
              Checks
      and Notes
              138.05
              Fiscal
      Year
              138.06
              Seal
              138.07
              Indemnification;
      Insurance
              138.08
              Resignation
              158.09
              Amendment
      of Bylaws
              158.10
              Construction
              158.11
              Table
      of Contents; Headings
              158.12
              Relation
      to Articles
      of Incorporation
              16




iii




AMENDED
and RESTATED


BYLAWS




of




LIFE
PARTNERS HOLDINGS, INC.




(a Texas
Corporation)






ARTICLE
1: OFFICES




1.01           Registered Office and
Agent.  The registered office of the Corporation shall be at
such address within the State of Texas as may be specified from time to time by
the Board of Directors.  The name of the registered agent at such
address shall be designated from time to time by the Board of
Directors.




1.02           Other Offices.  The
Corporation may also have offices at such other places both within and without
the State of Texas as the Board of Directors may from time to time determine or
the business of the Corporation may require.




ARTICLE
2: SHAREHOLDERS




2.01           Place of
Meetings.  Meetings of Shareholders shall be held at the time
and place, within or without the State of Texas, stated in the notice of the
meeting or in a waiver of notice.




2.02           Annual
Meetings.  The Shareholders of the Corporation shall hold their
annual meetings for electing Directors and for the transaction of such other
proper business as may come before such meetings at such time, date and place as
the Board shall determine by resolution.




2.03           Voting List.  At
least ten days before each meeting of Shareholders, a complete list of the
Shareholders entitled to vote at the meeting, arranged in alphabetical order,
with the address of each and the number of voting shares held by each, shall be
prepared by the officer or agent having charge of the stock transfer
books.  The list, for a period of ten days before the meeting, shall
be kept on file at the principal office of the Corporation and shall be subject
to inspection by any Shareholder at any time during usual business
hours.  The list shall also be produced and kept open at the time and
place of the meeting during the whole time thereof, and shall be subject to the
inspection of any Shareholder during the whole time of the meeting.




2.04           Special
Meetings.  Special meetings of the Shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, or by these Bylaws,
may be called by the President, the Board of Directors, or the holders of not
less than one-half (50%) of all the shares entitled to vote at the
meetings.  Business transacted at a special meeting shall be confined
to the purposes stated in the notice of the meeting.




2.05           Notice.  Written or
printed notice stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the officer or person calling the meeting, to each Shareholder
of record entitled to vote at the meeting.  If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the Shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid.  (See also
Bylaws
5.01 and 5.02.)









2.06           Quorum.  The
holders of a majority of the shares issued and outstanding and entitled to vote
thereat, present in person or represented by proxy, shall be requisite and shall
constitute a quorum at meetings of the Shareholders for the transaction of
business except as otherwise provided by statute, by the Articles
of Incorporationor by these Bylaws.  If
a quorum is not present or represented at a meeting of the Shareholders, the
Shareholders entitled to vote, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present or
represented.  At an adjourned meeting at which a quorum is present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.




2.07           Majority Vote; Withdrawal of
Quorum.  When a quorum is present at a meeting, the vote of the
holders of a majority of the shares having voting power, present in person or
represented by proxy, shall decide any question brought before the meeting,
unless the question is one on which, by express provision of the statutes, the
Articles
of Incorporation, or these Bylaws,
a higher vote is required in which case the express provision shall
govern.  The Shareholders present at a duly constituted meeting may
continue to transact business until adjournment, despite the withdrawal of
enough Shareholders to leave less than a quorum.




2.08           Method of
Voting.  Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles
of Incorporation.  At any meeting of the Shareholders, every
Shareholder having the right to vote may vote either in person, or by proxy
executed in writing by the Shareholder or by his duly authorized
attorney-in-fact.  No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the
proxy.  Each proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable by
law.  Each proxy shall be filed with the Secretary of the Corporation
before or at the time of the meeting.  Voting for directors shall be
in accordance with Section 3.06 of these Bylaws.  Any
vote may be taken by voice or by show of hands unless someone entitled to vote
objects, in which case written ballots shall be used.




2.09           Record Date, Closing Transfer
Books.  The Board of Directors may fix in advance a record date
for the purpose of determining Shareholders entitled to notice of or to vote at
a meeting of the Shareholders, the record date to be not less than ten nor more
than 50 days prior to the meeting; or the Board of Directors may close the stock
transfer books for such purpose for a period of not less than ten nor more than
50 days prior to such meeting.  In the absence of any action by the
Board of Directors, the date upon which the notice of the meeting is mailed
shall be the record date.




2




2.10           Action without
Meeting.  Any action required by statute to be taken at a
meeting of the Shareholders, or any action which may be taken at a meeting of
the Shareholders, may be taken without a meeting if a consent in writing setting
forth the action so taken, shall be signed by the holders of shares representing
the minimum number of votes that would be necessary to take the proposed action
with respect to the subject matter thereof and such consent shall have the same
force and effect as a vote of the Shareholders.  The signed consent,
or a signed copy shall be placed in the minute book.




2.11           Telephone and Similar
Meetings.  Shareholders, directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.  Participation in such a meeting shall
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or
convened.




2.12           Order of Business at
Meetings.  The order of business at annual meetings and so far
as practicable at other meetings of Shareholders shall be as follows unless
changed by the Board of Directors:




(1) Call
to order




(2) Proof
of due notice of meeting




(3)
Determination of quorum and examination of proxies




(4)
Announcement of availability of voting list (See Bylaw2.03)




(5)
Announcement of distribution of annual statement (See Bylaw
8.03)




(6)
Reading and disposing of minutes of last meeting of Shareholders




(7)
Reports of officers and committees




(8)
Appointment of voting inspectors




(9)
Unfinished business




(10) New
business




(11)
Nomination of directors




(12)
Opening of polls for voting




(13)
Recess




(14)
Reconvening; closing of polls




(15)
Report of voting inspectors




(16)
Other business




(17)
Adjournment




3




ARTICLE
3: DIRECTORS




3.01           Management.  The
business and affairs of the Corporation shall be managed by the Board of
Directors who may exercise all such powers of the Corporation and do all such
lawful acts and things as are not (by statute or by the Articles
of Incorporationor by these Bylaws)
directed or required to be exercised or done by the Shareholders.




3.02           Number; Qualification; Election;
Term.  The Board of Directors shall consist of at least one
person; provided however, that the Board of Directors may, in its discretion,
increase or decrease the number of directors constituting the Board of Directors
to not less than one person nor more than nine persons, who need not be a
Shareholder or resident of any particular state.  The directors named
in the Articles
of Incorporation shall hold office until the first annual meeting of
Shareholders and until their successors are elected and qualified, either at an
annual or a special meeting of Shareholders.  Directors other than
those named in the Articles of Incorporation shall hold office until the next
annual meeting and until their successors are elected and
qualified.




3.03           Change in
Number.  The number of directors may be increased or decreased
from time to time by amendment to these Bylaws
but no decrease shall have the effect of shortening the term of any incumbent
director.  Any directorship to be filled because of an increase in the
number of directors shall be filled by election at an annual meeting or at a
special meeting of Shareholders called for that purpose.




3.04           Removal.  Any
director may be removed either for or without cause at any special or annual
meeting of Shareholders, by the affirmative vote of a majority in number of
shares of the Shareholders present, in person or by proxy, at such meeting and
entitled to vote for the election of such director if notice of intention to act
upon such matter shall have been given in the notice calling such
meeting.




3.05           Vacancies.  Any
vacancy occurring in the Board of Directors (by death, resignation, removal or
otherwise) may be filled by an affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors.  A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.




3.06           Election of
Directors.  Directors shall be elected by plurality
vote.  Cumulative voting shall not be permitted.




3.07           Place of
Meetings.  Meetings of the Board of Directors, regular or
special, may be held either within or without the State of Texas.




3.08           First
Meetings.  The first meeting of a newly elected Board shall be
held without further notice immediately following the annual meeting of
Shareholders, and at the same place, unless by unanimous consent of the
directors then elected and serving the time or place is changed.




3.09           Regular
Meetings.  Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.




4




3.10           Special
Meetings.  Special meetings of the Board of Directors may be
called by the President on three days’ notice to each director, either
personally or by mail or by telegram.  Special meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of two directors.  Except as otherwise expressly
provided by statute, Articles of Incorporation, or these Bylaws,
neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in a notice or waiver of notice.




3.11           Quorum; Majority
Vote.  At meetings of the Board of Directors a majority of the
number of directors fixed by these Bylaws
shall constitute a quorum for the transaction of business; provided however,
that in the event there are vacancies occurring in the Board that are not filled
then a majority of the directors then serving shall constitute a quorum for the
transaction of business.  The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as otherwise specifically provided by statute, the Articles
of Incorporation, or these Bylaws.  If
a quorum is not present at a meeting of the Board of Directors, the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meting, until a quorum is present.




3.12           Compensation.  By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.  Members of the executive committee or of special or
standing committees may, by resolution of the Board of Directors, be allowed
like compensation for attending committee meetings.




3.13           Procedure.  The
Board of Directors shall keep regular minutes of its proceedings.  The
minutes shall be placed in the minute book of the Corporation.




3.14           Action without
Meeting.  Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all of the members of
the Board of Directors.  Such consent shall have the same force and
effect as a unanimous vote at a meeting.  The signed consent, or a
signed copy, shall be placed in the minute book.




3.15           Telephone and Similar
Meetings.  Directors and committee members may participate in
and hold a meeting by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.  Participation in such a meeting shall constitute presence
in person at the meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.




3.16           Interested Directors; Officers and
Security Holders.




5




(a) Validity.  If
paragraph (b) is satisfied, no contract
or other transaction between the Corporation and any of its directors, officers
or security holders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or security
holder at the meeting authorizing the contract
or transaction, or his participation or vote in the meeting or
authorization.




(b) Disclosure, Approval;
Fairness.  Paragraph (a) shall apply if:




(l)
            The
      material facts of the relationship or interest of each such director,
      officer or security holder are known or disclosed:(i)
            to
      the Board of Directors and it nevertheless authorizes or ratifies the
      contract
      or transaction by a majority of the directors present, each such
      interested director to be counted in determining whether a quorum is
      present but not in calculating the majority necessary to carry the vote;
      or




(ii)
            to
      the Shareholders and they nevertheless authorize or ratify the contract
      or transaction by a majority of the shares present, each such interested
      person to be counted for quorum and voting purposes;
  or




(2) The
contract
or transaction is fair to the Corporation as of the time it is authorized or
ratified by the Board of Directors or the Shareholders.




(c) Non-Exclusive.  This
provision shall not be construed to invalidate a contract
or transaction that would be valid in the absence of this
provision.




ARTICLE
4: BOARD COMMITTEES




4.01           Designation.  The
Board of Directors may, by resolution adopted by a majority of the whole Board,
designate an executive committee or other committees, such as a compensation,
audit or nominating committee, to assist the Board in the conduct of its
responsibilities.




4.02           Number; Qualification;
Term.  A board committee shall consist of one or more
directors, one of whom shall be the President.  A board committee
shall serve at the pleasure of the Board of Directors.




4.03           Authority.  A board
committee, to the extent provided in such resolution, shall have and may
exercise all of the authority of the Board of Directors in the management of the
business and affairs of the Corporation, including authority over the use of the
corporate seal.  However, a board committee, including the executive
committee, shall not have the authority of the Board in reference
to:




(a)
Amending the Articles
of Incorporation;




(b)
Approving a plan
of mergeror consolidation;




(c)
Recommending to the Shareholders the sale, lease or exchange of all or
substantially all of the property and assets of the Corporation otherwise than
in the usual and regular course of its business;




(d)
Recommending to the Shareholders a voluntary dissolution of the Corporation or a
revocation thereof;




(e)
Amending, altering, or repealing these Bylaws
or adopting new Bylaws;




(f)
Filling vacancies in or removing members of the Board of Directors or of any
committee appointed by the Board of Directors;




6




(g)
Fixing the compensation of any member of such committee;




(h)
Altering or repealing any resolution of the Board of Directors which by its
terms provides that it shall not be so amendable or repealable;




(i)
Declaring a dividend; or




(j)
Authorizing the issuance of shares of the Corporation.




4.04           Change in
Number.  The number of board committee members may be increased
or decreased from time to time by resolution adopted by a majority of the whole
Board of Directors.




4.05           Removal.  Any
member of A board committee may be removed by the Board of Directors by the
affirmative vote of a majority of the whole Board, whenever in its judgment the
best interests of the Corporation will be served thereby.




4.06           Vacancies.  A
vacancy occurring in a board committee (by death, resignation, removal or
otherwise) may be filled by the Board of Directors in the manner provided for
original designation in Bylaw
4.01.




4.07           Meetings.  Time,
place and notice, (if any) of board committee meetings shall be determined by a
board committee.




4.08           Quorum; Majority
Vote.  At meetings of a board committee, a majority of the
number of members designated by the Board of Directors shall constitute a quorum
for the transaction of business.  The act of a majority of the members
present at any meeting at which a quorum is present shall be the act of a board
committee, except as otherwise specifically provided by statute, the Articles
of Incorporation, or these Bylaws.  If
a quorum is not present at a meeting of a board committee, the members present
may adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present.




4.09           Compensation.  By
resolution of the Board of Directors, the members of a board committee may be
paid their expenses, if any, of attendance at each meeting of a board meeting
and may be paid a fixed sum for attendance at each meeting of a board committee
or a stated salary as member.  No such payment shall preclude any
member from serving the Corporation in any other capacity and receiving
compensation therefor.




4.10           Procedure.  A board
committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.  The minutes of the proceedings
of a board committee shall be placed in the minute book of the
Corporation.




4.11           Action without
Meeting.  Any action required or permitted to be taken at a
meeting of a board committee may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of a
board committee.  Such consent shall have the same force and effect as
a unanimous vote at a meeting.  The signed consent, or a signed copy,
shall be placed in the minute book.




4.12           Telephone and Similar
Meetings.  Committee members may participate in and hold a
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each
other.  Participation in such a meeting shall constitute presence in
person at the meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.




7




4.13           Responsibility.  The
designation of a board committee and the delegation of authority to it shall not
operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.




ARTICLE
5: NOTICE




5.01           Method.  Whenever
by statute, the Articles
of Incorporation, these Bylaws,
or otherwise, notice is required to be given to a director, committee member, or
security holder, and no provision is made as to how the notice shall be given,
it shall not be construed to mean personal notice, but any such notice may be
given: (a) in writing, by mail, postage prepaid, addressed to the director,
committee member, or security holder at the address appearing on the books of
the Corporation; or (b) in any other method permitted by law.  Any
notice required or permitted to be given by mail shall be deemed given at the
time when the same is thus deposited in the United States mails.




5.02           Waiver.  Whenever,
by statute or the Articles
of Incorporation or these Bylaws,
notice is required to be given to a security holder, a committee member, or
director, a waiver thereof in writing signed by the person or persons entitled
to such notice, whenever before or after the time stated in such notice, shall
be equivalent to the giving of such notice.  Attendance at a meeting
shall constitute a waiver of notice of such meeting, except where a person
attends for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.




ARTICLE
6: OFFICERS AND AGENTS




6.01           Number; Qualification; Election;
Term.




(a) The
Corporation shall have: (l) a President, a Vice President, a Secretary and a
Treasurer; and (2) such other officers (including a Chairman of the Board and
additional Vice Presidents) and assistant officers and agents as the Board of
Directors may think necessary.




(b) No
officer or agent need be a Shareholder, a director or a resident of any
particular state.




(c)
Officers named in Bylaw
6.01(a)(1) shall be elected by the Board of Directors on the expiration of an
officer’s term or whenever a vacancy exists.  Officers and agents
named in Bylaw
6.01(a)(2) may be elected by the Board of any meeting.




(d)
Unless otherwise specified by the Board at the time of election or appointment,
or in an employment contractapproved by the Board, each officer’s and agent’s term shall end at the
first meeting of directors after the next annual meeting of
Shareholders.  He shall serve until the end of his term or, if
earlier, his death, resignation, or removal.




8




(e) Any
two or more offices may be held by the same person, except that the President
and the Secretary shall not be the same person.




6.02           Removal.  Any
officer or agent elected or appointed by the Board of Directors may be removed
by the Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby.  Such removal shall be without
prejudice to the contract
rights, if any, of the person so removed.  Election or appointment of
an officer or agent shall not of itself create contract
rights.




6.03           Vacancies.  Any
vacancy occurring in any office of the Corporation (by death, resignation,
removal or otherwise) may be filled by the Board of Directors.




6.04           Authority.  Officers
and agents shall have such authority and perform such duties in the management
of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.




6.05           Compensation.  The
compensation of officers and agents shall be fixed from time to time by the
Board of Directors.




6.06           President.  The
President shall be the chief executive officer of the Corporation; he shall
preside at all meetings of the Shareholders and the Board of Directors, shall
have general and active management of the business and affairs of the
Corporation, shall see that all orders and resolutions of the Board are carried
into effect.  He shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time
prescribe.




6.07           Vice
President.  The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and have the
authority and exercise the powers of the President.  They shall
perform such other duties and have such other authority and powers as the Board
of Directors may from time to time prescribe or as the President may from time
to time delegate.




6.08           Secretary.




(a) The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the Shareholders and record all votes, actions and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the executive and other committees when required.




(b) He
shall give, or cause to be given, notice of all meetings of the Shareholders and
special meetings of the Board of Directors.




(c) He
shall keep in safe custody the seal of the Corporation and, when authorized by
the Board of Directors or a board committee, affix it to any instrument
requiring it.  When so affixed, it shall be attested by his signature
or by the signature of the Treasurer or an Assistant Secretary.




(d) He
shall be under the supervision of the President.  He shall perform
such other duties and have such other authority and powers as the Board of
Directors may from time to time prescribe or as the President may from time to
time prescribe.




9




6.09           Assistant
Secretary.  The Assistant Secretaries in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Secretary, perform the duties and have the
authority and exercise the powers of the Secretary.  They shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or as the President may from time to time
prescribe.




6.10           Treasurer.




(a) The
Treasurer shall have the custody of the corporate funds and securities and shall
keep full and accurate accounts of receipts and disbursements of the Corporation
and shall deposit all moneys and other valuables in the name and to the credit
of the Corporation in depositories designated by the Board of
Directors.




(b) He
shall disburse the funds of the Corporation as ordered by the Board of
Directors, and prepare financial statements as they direct.




(c) If
required by the Board of Directors, he shall give the Corporation a bond (in
such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board) for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.




(d) He
shall perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the President may from
time to time delegate.




6.11           Assistant
Treasurers.  The Assistant Treasurers in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and have the
authority and exercise the powers of the Treasurer.  They shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe or the President may from time to time
delegate.




ARTICLE
7: CERTIFICATES AND SHAREHOLDERS




7.01           Certificates.  Certificates
in the form determined by the Board of Directors shall be delivered representing
all shares to which Shareholders are entitled.  Certificates shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued.  Each certificate shall state on its face the
holder’s name, the number and class of shares, the par value of shares or a
statement that such shares are without par value, and such other matters as may
be required by law.  It shall be signed by the President or a Vice
President and such other officer or officers as the Board of Directors shall
designate, and may be sealed with the seal of the Corporation or a facsimile
thereof.  If a certificate is countersigned by a transfer agent, or an
assistant transfer agent or registered by a registrar (either of which is other
than the Corporation or an employee of the Corporation), the signature of any
officer may be facsimile.




7.02           Issuance.  Shares
(both treasury and authorized but unissued) may be issued for such consideration
(not less than par value) and to such persons as the Board of Directors may
determine from time to time.  Shares may not be issued until the full
amount of the consideration, fixed as provided by law, has been
paid.




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7.03           Payment for
Shares.




(a) Kind.  The
consideration for this issuance of shares shall consist of money paid, labor
done, (including services actually performed for the Corporation), property
(tangible or intangible) actually received, promissory notes or the promise of
future services.




(b) Valuation.  In the
absence of fraud in the transaction, the judgment of the Board of Directors as
to the value of consideration received shall be conclusive.




(c) Effect.  When
consideration, fixed as provided by law, has been paid, the shares shall be
deemed to have been issued and shall be considered fully paid and
nonassessable.




(d) Allocation of
Consideration.  The consideration received for shares shall be
allocated by the Board of Directors, in accordance with law, between stated
capital and capital surplus accounts.




7.04           Subscription.  Unless
otherwise provided in the subscription agreement, subscriptions for shares,
whether made before or after organization of the Corporation, shall be paid in
full at such time or in such installments and at such times as shall be
determined by the Board of Directors.  Any call made by the Board of
Directors for payment on subscriptions shall be uniform as to all shares of the
same series.  In case of default in the payment on any installment or
call when payment is due, the Corporation may proceed to collect the amount due
in the same manner as any debt due to the Corporation.




7.05           Lien.  For any
indebtedness of a Shareholder to the Corporation, the Corporation shall have a
first and prior lien on all shares of its stock owned by him and on all
dividends or other distributions declared thereon.




7.06           Lost, Stolen or Destroyed
Certificates.  The Corporation shall issue a new certificate in
place of any certificate for shares previously issued if the registered owner of
the certificate:




(a) Claim.  Makes proof
in affidavit form that it has been lost, destroyed or wrongfully taken;
and




(b) Timely
Request.  Requests the issuance of a new certificate before the
Corporation has notice that the certificate has been acquired by a purchaser for
value in good faith and without notice of an adverse claim; and




(c) Bond.  Gives a bond
in such form, and with such surety or sureties, with fixed or open penalty, as
the Corporation may direct, to indemnify the Corporation (and its transfer agent
and registrar, if any) against any claim that may be made on account of the
alleged loss, destruction, or theft of the certificate; and




(d) Other
Requirements.  Satisfies any other reasonable requirements
imposed by the Corporation.  When a certificate has been lost,
apparently destroyed or wrongfully taken, and the holder of record fails to
notify the Corporation within a reasonable time after he has notice of it, and
the Corporation registers a transfer of the shares represented by the
certificate before receiving such notification, the holder of record is
precluded from making any claim against the Corporation for the transfer or for
a new certificate.




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7.07           Registration of
Transfer.  The Corporation shall register the transfer of a
certificate for shares presented to it for transfer if:




(a) Endorsement.  The
certificate is properly endorsed by the registered owner or by his duly
authorized attorney; and




(b) Guarantee and Effectiveness of
Signature.  The signature of such person has been guaranteed by
a national banking association or member of New York Stock Exchange, and
reasonable assurance is given that such endorsements are effective;
and




(c) Adverse
Claims.  The Corporation has no notice of an adverse claim or
has discharged any duty to inquire into such a claim; and




(d) Collection of
Taxes.  Any applicable law relating to the collection of taxes
has been complied with.




7.08           Registered
Owner.  Prior to due presentment for registration of transfer
of a certificate for shares, the Corporation may treat the registered owner as
the person exclusively entitled to vote, to receive notices and otherwise to
exercise all the rights and powers of a Shareholder.




7.09           Pre-Emptive
Rights.  No Shareholder or other person shall have any
pre-emptive right whatsoever.




ARTICLE
8: GENERAL PROVISIONS




8.01           Dividends and
Reserves.




(a) Declaration and
Payment.  Subject to statute and the Articles of Incorporation,
dividends may be declared by the Board of Directors at any regular or special
meeting and may be paid in cash, in property, or in shares of the
Corporation.  The declaration and payment shall be at the discretion
of the Board of Directors.




(b) Record Date.  The
Board of Directors shall fix in advance a record date for the purpose of
determining Shareholders entitled to receive payment of any dividend, the record
date to be not more than 50 days before the payment date of such
dividend.  In compliance with Rule 10b-17 as promulgated under the
Securities Exchange Act of 1934, within the time period specified, the
Corporation shall notify any stock exchange or interdealer quotation system that
quotes or lists its capital stock advising the exchange or quotation system of
the record date, payment date, the class of listed or quoted stock, and the
dividend amount.




(c) Reserves.  By
resolution the Board of Directors may create such reserve or reserves out of the
earned surplus of the Corporation as the directors from time to time, in their
discretion, think proper to provide for contingencies, or to equalize dividends,
or to repair or maintain any property of the Corporation, or for any other
purpose they think beneficial to the Corporation.  The directors may
modify or abolish any such reserve in the manner in which it was
created.




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8.02           Books and
Records.  The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
Shareholders and Board of Directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its Shareholders, giving the names and addresses of all
Shareholders and the number and class of the shares held by each.




8.03           Annual
Report.  While a class of its stock is registered under the
Securities Exchange Act of 1934, the Corporation shall mail to each Shareholder
an annual report conforming to the requirements set forth under such
act.




8.04           Checks and
Notes.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.




8.05           Fiscal Year.  The
fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.




8.06           Seal.  The
Corporation seal (of which there may be one or more exemplars) shall contain the
name of the Corporation and the name of the state of
incorporation.  The seal may be used by impressing it or reproducing a
facsimile of it, or otherwise.




8.07           Indemnification;
Insurance.




(a) Persons.  The
Corporation shall indemnify, to the extent provided in paragraphs (b), (d) or
(f):




(l) Any
person who is or was director, officer, agent or employee of the Corporation,
and




(2) Any
person who serves or served at the Corporation’s request as a director, officer,
agent, employee, partner or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise.




(b) Extent--Derivative
Suits.  In case of a suit by or in the right of the Corporation
against a person named in paragraph (a) by reason of his holding a position
named in paragraph (a), the Corporation shall indemnify him if he satisfies the
standard in paragraph (c), for expenses (including attorneys’ fees but excluding
amounts paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the suit.




(c) Standard--Derivative
Suits.  In case of a suit by or in the right of the
Corporation, a person named in paragraph (a) shall be indemnified only
if:




(l) He is
successful on the merits or otherwise, or




(2) He
acted in good faith in the transaction which is the subject of the suit, and in
a manner he reasonably believed to be in, or not opposed to, the best interests
of the Corporation.  However, he shall not be indemnified in respect
of any claim, issue or matter as to which he has been adjudged liable for
negligence or misconduct in the performance of his duty to the Corporation
unless (and only to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the adjudication but in view of
all the circumstances, he is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.




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(d) Extent--Nonderivative
Suits.  In case of a suit, action or proceeding, (whether
civil, criminal, administrative or investigative), other than a suit by or in
the right of the Corporation, together hereafter referred to as a nonderivative
suit, against a person named in paragraph (a) by reason of his holding a
position named in paragraph (a), the Corporation shall indemnify him if he
satisfies the standard in paragraph (e), for amounts actually and reasonably
incurred by him in connection with the defense or settlement of the
nonderivative suit as (1) expenses (including attorney’s fees), (2) amounts paid
in settlement, (3) judgments, and (4) fines.




(e) Standard--Non-derivative
Suits.  In case of a non-derivative suit, a person named in
paragraph (a) shall be indemnified only if:




(l) He is
successful on the merits or otherwise, or




(2) He
acted in good faith in the transaction which is the subject of the
non-derivative suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to any
criminal action or proceeding, he had no reason to believe his conduct was
unlawful.  The termination of a non-derivative suit by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person failed to
satisfy the standard of this paragraph (e)(2).




(f) Determination That Standard Has Been
Met.  A determination that the standard of paragraph (c) or (e)
has been satisfied may be made by a court.  Or, except as stated in
paragraph (c)(2)(2nd sentence), the determination may be made by:




(l) A
majority of the directors of the Corporation (whether or not a quorum) who were
not parties to the action, suit or proceeding, or




(2)
Independent legal counsel (appointed by a majority of the directors of the
Corporation, whether or not a quorum, or elected by the Shareholders of the
Corporation) in a written opinion, or




(3) The
Shareholders of the Corporation.




(g) Proration.  Anyone
making a determination under paragraph (f) may determine that a person has met
the standards as to some matters but not as to others, and may reasonably
prorate amounts to be indemnified.




(h) Advance
Payment.  The Corporation may pay in advance any expenses
(including attorneys’ fees) which may become subject to indemnification under
paragraphs (a)-(g) if:




(l) The
Board of Directors authorizes the specific payment, and




(2) The
person receiving the payment undertakes in writing to repay unless it is
ultimately determined that he is entitled to indemnification by the Corporation
under paragraphs (a)-(g).




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(i) Nonexclusive.  The
indemnification provided by paragraphs (a)-(g) shall not be exclusive of any
other rights to which a person may be entitled by law, bylaw,
agreement, vote of Shareholders or disinterested directors, or
otherwise.




(j) Continuation.  The
indemnification and advance payment provided by paragraphs (a)-(g) shall
continue as to a person who has ceased to hold a position named in paragraph (a)
and shall inure to his heirs, executors and administrators.




(k) Insurance.  The
Corporation may purchase and maintain insurance on behalf of any person who
holds or who has held any position named in paragraph (a), against any liability
incurred by him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him against such
liability under paragraphs (a)-(h).




(l) Reports.  Indemnification
payments, advance payments, and insurance purchases and payments made under
paragraphs (a)-(k) shall be reported in writing to the Shareholders of the
Corporation with the next notice of annual meeting, or within six months,
whichever is sooner.




8.08           Resignation.  Any
director, committee member, officer or agent may resign by giving written notice
to the President or the Secretary.  The resignation shall take effect
at the time specified therein, or immediately if no time is
specified.  Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.




8.09           Amendment ofBylaws.




(a) These
Bylaws
may be altered, amended, or repealed at any meeting of the Board of Directors at
which a quorum is present, by the affirmative vote of a majority of the
directors present at such meeting, provided notice of the proposed alteration,
amendment, or repeal is contained in the notice of the meeting.




(b) These
Bylaws
may also be altered, amended, or repealed at any meeting of the Shareholders at
which a quorum is present or represented, by the affirmative vote of the holders
of a majority of the shares present or represented at the meeting and entitled
to vote thereat, provided notice of the proposed alteration, amendment or repeal
is contained in the notice of the meeting.




8.10           Construction.  Whenever
the context so requires, the masculine shall include the feminine and neuter,
and the singular shall include the plural, and conversely.  If any
portion of these Bylaws
shall be invalid or inoperative, then, so far as is reasonable and
possible:




(a) The
remainder of these Bylaws
shall be considered valid and operative, and




(b)
Effect shall be given to the intent manifested by the portion held invalid or
inoperative.




8.11           Table
of Contents;
Headings.  The table
of contents and headings are for organization, convenience and
clarity.  In interpreting these Bylaws,
they shall be subordinated in importance to the other written
material.




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8.12           Relation toArticles
of Incorporation.  These Bylaws
are subject to and governed by, the Articles
of Incorporation.







We the
undersigned, President and Secretary of the Corporation do hereby certify that
the foregoing Bylaws
are the true and legal Bylaws
of Life Partners Holdings, Inc., a Texas corporation, which were adopted
pursuant to the Agreement and Plan of Merger and became effective as of
February 19, 2003.





/s/ Brian
      PardoBrian
      Pardo, President




Attest:




/s/
      R. Scott PedenR.
      Scott Peden, Secretary






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